Investment Engineers, LTD., Robert S. McGlamery, A Partner Other than the Tax Matters Partner - Page 7

                                                 - 7 -                                                    
                  variables in an economy, and how such relationships may                                 
                  affect investment prices.                                                               
                        H.  Knox will attempt to make the software include                                
                  an effective “Sales” type approach which will allow a                                   
                  user who is a financial planner to introduce the                                        
                  software’s (and his) abilities to a prospective client,                                 
                  who must be “sold” in a very short presentation.                                        
                  On July 9, 1984, the partnership and Knox executed another                              
            Amendment to Research Contract.  For an additional flat fee of                                
            $241,500, Knox agreed to additional tasks specified as follows:                               
                        I.  Knox will attempt to adapt the latest                                         
                  techniques of educational psychology to make the                                        
                  software a powerful teaching tool, to train the user in                                 
                  each area of planning covered by the Research                                           
                  Agreement.  This training and teaching does not apply                                   
                  to computer or software program use, but to financial                                   
                  planning itself.  Thus, it is hoped that the software                                   
                  will teach financial planning as well as do financial                                   
                  planning, both using software techniques which are new                                  
                  and unique.                                                                             
                        J.  Knox will attempt to make the software, in its                                
                  functions as a planning, teaching, and sales tool                                       
                  adaptable to the various primary distributors of                                        
                  financial planning, such as banks, life insurance                                       
                  companies, and securities brokers, so that their                                        
                  particular products are emphasized and highlighted.                                     
                  On November 29, 1987, the partnership and Knox executed                                 
            another Amendment to Research Agreement.  That amendment stated                               
            in part:                                                                                      
                        Whereas, Gregory A. Knox having agreed to do                                      
                  research over an eleven year period, at the order and                                   
                  specification of the partnership in exchange for                                        
                  certain sums, to be paid entirely at the risk of the                                    
                  partnership, and, such payments have been facilitated                                   
                  by the previous assignment of partnership receivables                                   
                  in the form of notes, the parties to such Research                                      
                  Agreement hereby amend it according to the following                                    
                  considerations:                                                                         





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